| CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION
At October 28, 2017, the Company had outstanding $750.0 million principal amount of 5.25% Acquisition Notes due March 1, 2020 and $2,500.0 million principal amount of 5.75% Acquisition Notes due March 1, 2023, which are unsecured obligations of the Company and are also fully, unconditionally, jointly and severally guaranteed on an unsecured, unsubordinated basis, subject to certain exceptions, by certain of the Company's direct or indirect wholly-owned U.S. subsidiaries, including Family Dollar and certain of its subsidiaries. All of the subsidiaries, guarantor and non-guarantor, are 100% owned by the parent. Supplemental condensed consolidated financial information of the Company, including such information for the Guarantors, is presented below. The information is presented in accordance with the requirements of Rule 3-10 under Regulation S-X of the Securities and Exchange Commission (the "SEC"). The financial information may not necessarily be indicative of results of operations, cash flows or financial position had the guarantor or the non-guarantor subsidiaries operated as independent entities. Investments in subsidiaries are presented using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. Separate financial statements of the Guarantors are not provided as the condensed consolidating financial information contained herein provides a more meaningful disclosure to allow investors to determine the nature of the assets held by, and the operations of, the combined groups. The Company completed the exchange of the Acquisition Notes for registered notes with substantially identical terms on August 1, 2016.
Condensed Consolidating Statements of Comprehensive Income
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13 Weeks Ended October 28, 2017 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidation |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
Net sales |
|
$ |
— |
|
|
$ |
5,275.8 |
|
|
$ |
77.9 |
|
|
$ |
(37.1 |
) |
|
$ |
5,316.6 |
|
Cost of sales |
|
— |
|
|
3,626.0 |
|
|
43.3 |
|
|
(18.7 |
) |
|
3,650.6 |
|
Gross profit |
|
— |
|
|
1,649.8 |
|
|
34.6 |
|
|
(18.4 |
) |
|
1,666.0 |
|
|
Selling, general and administrative
expenses
|
|
1.4 |
|
|
1,224.8 |
|
|
33.1 |
|
|
(18.5 |
) |
|
1,240.8 |
|
Operating income (loss) |
|
(1.4 |
) |
|
425.0 |
|
|
1.5 |
|
|
0.1 |
|
|
425.2 |
|
Interest expense (income), net |
|
55.0 |
|
|
16.6 |
|
|
(1.9 |
) |
|
— |
|
|
69.7 |
|
Other expense, net |
|
— |
|
|
0.1 |
|
|
0.2 |
|
|
0.1 |
|
|
0.4 |
|
Income (loss) before income taxes |
|
(56.4 |
) |
|
408.3 |
|
|
3.2 |
|
|
— |
|
|
355.1 |
|
Income tax expense (benefit) |
|
(36.7 |
) |
|
151.0 |
|
|
0.9 |
|
|
— |
|
|
115.2 |
|
Equity in earnings of subsidiaries |
|
(259.6 |
) |
|
(1.8 |
) |
|
— |
|
|
261.4 |
|
|
— |
|
Net income |
|
239.9 |
|
|
259.1 |
|
|
2.3 |
|
|
(261.4 |
) |
|
239.9 |
|
Other comprehensive loss |
|
(2.7 |
) |
|
(0.8 |
) |
|
(2.8 |
) |
|
3.6 |
|
|
(2.7 |
) |
Comprehensive income (loss) |
|
$ |
237.2 |
|
|
$ |
258.3 |
|
|
$ |
(0.5 |
) |
|
$ |
(257.8 |
) |
|
$ |
237.2 |
|
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13 Weeks Ended October 29, 2016 |
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Guarantor |
|
Non-Guarantor |
|
Consolidation |
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Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
Net sales |
|
$ |
— |
|
|
$ |
4,931.4 |
|
|
$ |
223.3 |
|
|
$ |
(153.1 |
) |
|
$ |
5,001.6 |
|
Cost of sales |
|
— |
|
|
3,427.3 |
|
|
153.2 |
|
|
(99.4 |
) |
|
3,481.1 |
|
Gross profit |
|
— |
|
|
1,504.1 |
|
|
70.1 |
|
|
(53.7 |
) |
|
1,520.5 |
|
|
Selling, general and administrative
expenses
|
|
2.0 |
|
|
1,160.2 |
|
|
65.2 |
|
|
(49.3 |
) |
|
1,178.1 |
|
Operating income (loss) |
|
(2.0 |
) |
|
343.9 |
|
|
4.9 |
|
|
(4.4 |
) |
|
342.4 |
|
Interest expense (income), net |
|
96.9 |
|
|
17.2 |
|
|
(1.9 |
) |
|
(0.1 |
) |
|
112.1 |
|
Other (income) expense, net |
|
4.6 |
|
|
(0.2 |
) |
|
0.3 |
|
|
(4.6 |
) |
|
0.1 |
|
Income (loss) before income taxes |
|
(103.5 |
) |
|
326.9 |
|
|
6.5 |
|
|
0.3 |
|
|
230.2 |
|
Income tax expense (benefit) |
|
(53.1 |
) |
|
111.0 |
|
|
0.8 |
|
|
(0.1 |
) |
|
58.6 |
|
Equity in earnings of subsidiaries |
|
(222.0 |
) |
|
(2.7 |
) |
|
— |
|
|
224.7 |
|
|
— |
|
Net income |
|
171.6 |
|
|
218.6 |
|
|
5.7 |
|
|
(224.3 |
) |
|
171.6 |
|
Other comprehensive loss |
|
(2.4 |
) |
|
(0.7 |
) |
|
(2.5 |
) |
|
3.2 |
|
|
(2.4 |
) |
Comprehensive income |
|
$ |
169.2 |
|
|
$ |
217.9 |
|
|
$ |
3.2 |
|
|
$ |
(221.1 |
) |
|
$ |
169.2 |
|
Condensed Consolidating Statements of Comprehensive Income (Continued)
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39 Weeks Ended October 28, 2017 |
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|
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|
Guarantor |
|
Non-Guarantor |
|
Consolidation |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
Net sales |
|
$ |
— |
|
|
$ |
15,760.3 |
|
|
$ |
220.2 |
|
|
$ |
(95.6 |
) |
|
$ |
15,884.9 |
|
Cost of sales |
|
— |
|
|
10,881.4 |
|
|
123.6 |
|
|
(41.0 |
) |
|
10,964.0 |
|
Gross profit |
|
— |
|
|
4,878.9 |
|
|
96.6 |
|
|
(54.6 |
) |
|
4,920.9 |
|
|
Selling, general and administrative
expenses
|
|
4.8 |
|
|
3,649.9 |
|
|
87.3 |
|
|
(54.6 |
) |
|
3,687.4 |
|
Operating income (loss) |
|
(4.8 |
) |
|
1,229.0 |
|
|
9.3 |
|
|
— |
|
|
1,233.5 |
|
Interest expense (income), net |
|
171.4 |
|
|
54.6 |
|
|
(5.8 |
) |
|
— |
|
|
220.2 |
|
Other (income) expense, net |
|
(0.1 |
) |
|
0.2 |
|
|
0.7 |
|
|
— |
|
|
0.8 |
|
Income (loss) before income taxes |
|
(176.1 |
) |
|
1,174.2 |
|
|
14.4 |
|
|
— |
|
|
1,012.5 |
|
Income tax expense (benefit) |
|
(85.6 |
) |
|
417.7 |
|
|
6.2 |
|
|
— |
|
|
338.3 |
|
Equity in earnings of subsidiaries |
|
(764.7 |
) |
|
(10.3 |
) |
|
— |
|
|
775.0 |
|
|
— |
|
Net income |
|
674.2 |
|
|
766.8 |
|
|
8.2 |
|
|
(775.0 |
) |
|
674.2 |
|
Other comprehensive income |
|
2.3 |
|
|
0.7 |
|
|
2.3 |
|
|
(3.0 |
) |
|
2.3 |
|
Comprehensive income |
|
$ |
676.5 |
|
|
$ |
767.5 |
|
|
$ |
10.5 |
|
|
$ |
(778.0 |
) |
|
$ |
676.5 |
|
|
|
|
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39 Weeks Ended October 29, 2016 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidation |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
Net sales |
|
$ |
— |
|
|
$ |
14,916.6 |
|
|
$ |
638.4 |
|
|
$ |
(471.3 |
) |
|
$ |
15,083.7 |
|
Cost of sales |
|
— |
|
|
10,385.9 |
|
|
524.0 |
|
|
(413.6 |
) |
|
10,496.3 |
|
Gross profit |
|
— |
|
|
4,530.7 |
|
|
114.4 |
|
|
(57.7 |
) |
|
4,587.4 |
|
|
Selling, general and administrative
expenses
|
|
5.9 |
|
|
3,423.3 |
|
|
96.0 |
|
|
(56.1 |
) |
|
3,469.1 |
|
Operating income (loss) |
|
(5.9 |
) |
|
1,107.4 |
|
|
18.4 |
|
|
(1.6 |
) |
|
1,118.3 |
|
Interest expense (income), net |
|
242.5 |
|
|
50.0 |
|
|
(5.7 |
) |
|
(0.1 |
) |
|
286.7 |
|
Other (income) expense, net |
|
1.5 |
|
|
(0.5 |
) |
|
0.5 |
|
|
(1.6 |
) |
|
(0.1 |
) |
Income (loss) before income taxes |
|
(249.9 |
) |
|
1,057.9 |
|
|
23.6 |
|
|
0.1 |
|
|
831.7 |
|
Income tax expense (benefit) |
|
(117.2 |
) |
|
369.9 |
|
|
4.6 |
|
|
— |
|
|
257.3 |
|
Equity in earnings of subsidiaries |
|
(707.1 |
) |
|
(11.5 |
) |
|
— |
|
|
718.6 |
|
|
— |
|
Net income |
|
574.4 |
|
|
699.5 |
|
|
19.0 |
|
|
(718.5 |
) |
|
574.4 |
|
Other comprehensive income |
|
4.2 |
|
|
1.3 |
|
|
4.2 |
|
|
(5.5 |
) |
|
4.2 |
|
Comprehensive income |
|
$ |
578.6 |
|
|
$ |
700.8 |
|
|
$ |
23.2 |
|
|
$ |
(724.0 |
) |
|
$ |
578.6 |
|
Condensed Consolidating Balance Sheets
|
|
|
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|
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|
October 28, 2017 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidating |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
86.9 |
|
|
$ |
188.0 |
|
|
$ |
125.2 |
|
|
$ |
— |
|
|
$ |
400.1 |
|
Merchandise inventories, net |
|
— |
|
|
3,350.6 |
|
|
48.9 |
|
|
(1.7 |
) |
|
3,397.8 |
|
Current deferred tax assets, net |
|
— |
|
|
(10.5 |
) |
|
10.5 |
|
|
— |
|
|
— |
|
Due from intercompany, net |
|
135.2 |
|
|
580.0 |
|
|
4.8 |
|
|
(720.0 |
) |
|
— |
|
Other current assets |
|
9.2 |
|
|
163.6 |
|
|
1.6 |
|
|
0.3 |
|
|
174.7 |
|
Total current assets |
|
231.3 |
|
|
4,271.7 |
|
|
191.0 |
|
|
(721.4 |
) |
|
3,972.6 |
|
Property, plant and equipment, net |
|
— |
|
|
3,152.7 |
|
|
26.2 |
|
|
— |
|
|
3,178.9 |
|
Assets available for sale |
|
— |
|
|
8.6 |
|
|
— |
|
|
— |
|
|
8.6 |
|
Goodwill |
|
— |
|
|
4,993.1 |
|
|
31.2 |
|
|
— |
|
|
5,024.3 |
|
Favorable lease rights, net |
|
— |
|
|
398.0 |
|
|
— |
|
|
— |
|
|
398.0 |
|
Tradename intangible asset |
|
— |
|
|
3,100.0 |
|
|
— |
|
|
— |
|
|
3,100.0 |
|
Other intangible assets, net |
|
— |
|
|
4.9 |
|
|
— |
|
|
— |
|
|
4.9 |
|
Investment in subsidiaries |
|
8,771.8 |
|
|
103.5 |
|
|
— |
|
|
(8,875.3 |
) |
|
— |
|
Intercompany note receivable |
|
1,801.4 |
|
|
— |
|
|
188.8 |
|
|
(1,990.2 |
) |
|
— |
|
Due from intercompany, net |
|
1,244.5 |
|
|
— |
|
|
— |
|
|
(1,244.5 |
) |
|
— |
|
Other assets |
|
— |
|
|
42.9 |
|
|
3.1 |
|
|
(3.1 |
) |
|
42.9 |
|
Total assets |
|
$ |
12,049.0 |
|
|
$ |
16,075.4 |
|
|
$ |
440.3 |
|
|
$ |
(12,834.5 |
) |
|
$ |
15,730.2 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
165.9 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
165.9 |
|
Accounts payable |
|
— |
|
|
1,170.7 |
|
|
12.0 |
|
|
(1.4 |
) |
|
1,181.3 |
|
Due to intercompany, net |
|
593.6 |
|
|
104.7 |
|
|
21.7 |
|
|
(720.0 |
) |
|
— |
|
Other current liabilities |
|
(0.8 |
) |
|
484.5 |
|
|
209.0 |
|
|
|
|
|
692.7 |
|
Income taxes payable |
|
(69.7 |
) |
|
68.1 |
|
|
1.6 |
|
|
— |
|
|
— |
|
Total current liabilities |
|
689.0 |
|
|
1,828.0 |
|
|
244.3 |
|
|
(721.4 |
) |
|
2,039.9 |
|
|
Long-term debt, net, excluding
current portion
|
|
5,241.4 |
|
|
315.6 |
|
|
— |
|
|
— |
|
|
5,557.0 |
|
Unfavorable lease rights, net |
|
— |
|
|
105.7 |
|
|
— |
|
|
— |
|
|
105.7 |
|
Deferred tax liabilities, net |
|
1.8 |
|
|
1,470.6 |
|
|
— |
|
|
— |
|
|
1,472.4 |
|
Income taxes payable, long-term |
|
— |
|
|
45.1 |
|
|
— |
|
|
— |
|
|
45.1 |
|
Due to intercompany, net |
|
— |
|
|
1,244.5 |
|
|
— |
|
|
(1,244.5 |
) |
|
— |
|
Intercompany note payable |
|
— |
|
|
1,990.2 |
|
|
— |
|
|
(1,990.2 |
) |
|
— |
|
Other liabilities |
|
0.3 |
|
|
388.3 |
|
|
8.1 |
|
|
(3.1 |
) |
|
393.6 |
|
Total liabilities |
|
5,932.5 |
|
|
7,388.0 |
|
|
252.4 |
|
|
(3,959.2 |
) |
|
9,613.7 |
|
Shareholders' equity |
|
6,116.5 |
|
|
8,687.4 |
|
|
187.9 |
|
|
(8,875.3 |
) |
|
6,116.5 |
|
Total liabilities and equity |
|
$ |
12,049.0 |
|
|
$ |
16,075.4 |
|
|
$ |
440.3 |
|
|
$ |
(12,834.5 |
) |
|
$ |
15,730.2 |
|
Condensed Consolidating Balance Sheets (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 28, 2017 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidating |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
562.4 |
|
|
$ |
139.2 |
|
|
$ |
164.8 |
|
|
$ |
— |
|
|
$ |
866.4 |
|
Short-term investments |
|
— |
|
|
— |
|
|
4.0 |
|
|
— |
|
|
4.0 |
|
Merchandise inventories, net |
|
— |
|
|
2,826.3 |
|
|
41.2 |
|
|
(1.7 |
) |
|
2,865.8 |
|
Current deferred tax assets, net |
|
— |
|
|
(9.3 |
) |
|
9.3 |
|
|
— |
|
|
— |
|
Due from intercompany, net |
|
58.7 |
|
|
1,041.5 |
|
|
42.8 |
|
|
(1,143.0 |
) |
|
— |
|
Other current assets |
|
0.5 |
|
|
198.7 |
|
|
2.3 |
|
|
0.3 |
|
|
201.8 |
|
Total current assets |
|
621.6 |
|
|
4,196.4 |
|
|
264.4 |
|
|
(1,144.4 |
) |
|
3,938.0 |
|
Property, plant and equipment, net |
|
— |
|
|
3,085.3 |
|
|
30.5 |
|
|
— |
|
|
3,115.8 |
|
Assets available for sale |
|
— |
|
|
9.0 |
|
|
— |
|
|
— |
|
|
9.0 |
|
Goodwill |
|
— |
|
|
4,993.1 |
|
|
30.4 |
|
|
— |
|
|
5,023.5 |
|
Favorable lease rights, net |
|
— |
|
|
468.6 |
|
|
— |
|
|
— |
|
|
468.6 |
|
Tradename intangible asset |
|
— |
|
|
3,100.0 |
|
|
— |
|
|
— |
|
|
3,100.0 |
|
Other intangible assets, net |
|
— |
|
|
5.1 |
|
|
— |
|
|
— |
|
|
5.1 |
|
Investment in subsidiaries |
|
8,640.1 |
|
|
106.6 |
|
|
— |
|
|
(8,746.7 |
) |
|
— |
|
Intercompany note receivable |
|
1,926.4 |
|
|
— |
|
|
188.8 |
|
|
(2,115.2 |
) |
|
— |
|
Due from intercompany, net |
|
1,243.8 |
|
|
— |
|
|
— |
|
|
(1,243.8 |
) |
|
— |
|
Other assets |
|
— |
|
|
41.3 |
|
|
3.3 |
|
|
(3.0 |
) |
|
41.6 |
|
Total assets |
|
$ |
12,431.9 |
|
|
$ |
16,005.4 |
|
|
$ |
517.4 |
|
|
$ |
(13,253.1 |
) |
|
$ |
15,701.6 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
152.1 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
152.1 |
|
Accounts payable |
|
— |
|
|
1,105.9 |
|
|
14.7 |
|
|
(1.0 |
) |
|
1,119.6 |
|
Due to intercompany, net |
|
969.6 |
|
|
121.5 |
|
|
51.9 |
|
|
(1,143.0 |
) |
|
— |
|
Other current liabilities |
|
66.4 |
|
|
470.5 |
|
|
207.3 |
|
|
— |
|
|
744.2 |
|
Income taxes payable |
|
(1.9 |
) |
|
91.0 |
|
|
0.9 |
|
|
— |
|
|
90.0 |
|
Total current liabilities |
|
1,186.2 |
|
|
1,788.9 |
|
|
274.8 |
|
|
(1,144.0 |
) |
|
2,105.9 |
|
|
Long-term debt, net, excluding
current portion
|
|
5,853.9 |
|
|
315.8 |
|
|
— |
|
|
— |
|
|
6,169.7 |
|
Unfavorable lease rights, net |
|
— |
|
|
124.0 |
|
|
— |
|
|
— |
|
|
124.0 |
|
Deferred tax liabilities, net |
|
2.0 |
|
|
1,456.9 |
|
|
— |
|
|
— |
|
|
1,458.9 |
|
Income taxes payable, long-term |
|
— |
|
|
71.2 |
|
|
— |
|
|
— |
|
|
71.2 |
|
Due to intercompany, net |
|
— |
|
|
1,243.8 |
|
|
— |
|
|
(1,243.8 |
) |
|
— |
|
Intercompany note payable |
|
— |
|
|
2,115.2 |
|
|
— |
|
|
(2,115.2 |
) |
|
— |
|
Other liabilities |
|
0.3 |
|
|
377.5 |
|
|
8.0 |
|
|
(3.4 |
) |
|
382.4 |
|
Total liabilities |
|
7,042.4 |
|
|
7,493.3 |
|
|
282.8 |
|
|
(4,506.4 |
) |
|
10,312.1 |
|
Shareholders' equity |
|
5,389.5 |
|
|
8,512.1 |
|
|
234.6 |
|
|
(8,746.7 |
) |
|
5,389.5 |
|
Total liabilities and equity |
|
$ |
12,431.9 |
|
|
$ |
16,005.4 |
|
|
$ |
517.4 |
|
|
$ |
(13,253.1 |
) |
|
$ |
15,701.6 |
|
Condensed Consolidating Balance Sheets (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 29, 2016 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidating |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
ASSETS |
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
— |
|
|
$ |
930.4 |
|
|
$ |
129.0 |
|
|
$ |
(325.6 |
) |
|
$ |
733.8 |
|
Short-term investments |
|
— |
|
|
— |
|
|
4.0 |
|
|
— |
|
|
4.0 |
|
Merchandise inventories, net |
|
— |
|
|
3,222.3 |
|
|
47.4 |
|
|
4.2 |
|
|
3,273.9 |
|
Current deferred tax assets, net |
|
— |
|
|
(10.6 |
) |
|
10.6 |
|
|
— |
|
|
— |
|
Due from intercompany, net |
|
67.9 |
|
|
674.9 |
|
|
116.7 |
|
|
(859.5 |
) |
|
— |
|
Other current assets |
|
117.3 |
|
|
209.3 |
|
|
5.7 |
|
|
(1.6 |
) |
|
330.7 |
|
Total current assets |
|
185.2 |
|
|
5,026.3 |
|
|
313.4 |
|
|
(1,182.5 |
) |
|
4,342.4 |
|
Property, plant and equipment, net |
|
— |
|
|
3,143.5 |
|
|
32.8 |
|
|
— |
|
|
3,176.3 |
|
Assets available for sale |
|
— |
|
|
11.6 |
|
|
— |
|
|
— |
|
|
11.6 |
|
Goodwill |
|
— |
|
|
4,993.1 |
|
|
29.8 |
|
|
— |
|
|
5,022.9 |
|
Favorable lease rights, net |
|
— |
|
|
493.8 |
|
|
— |
|
|
— |
|
|
493.8 |
|
Tradename intangible asset |
|
— |
|
|
3,100.0 |
|
|
— |
|
|
— |
|
|
3,100.0 |
|
Other intangible assets, net |
|
— |
|
|
5.2 |
|
|
— |
|
|
— |
|
|
5.2 |
|
Investment in subsidiaries |
|
9,107.7 |
|
|
102.1 |
|
|
— |
|
|
(9,209.8 |
) |
|
— |
|
Intercompany note receivable |
|
1,526.4 |
|
|
— |
|
|
188.8 |
|
|
(1,715.2 |
) |
|
— |
|
Due from intercompany, net |
|
1,699.1 |
|
|
— |
|
|
— |
|
|
(1,699.1 |
) |
|
— |
|
Other assets |
|
— |
|
|
42.4 |
|
|
4.0 |
|
|
(3.6 |
) |
|
42.8 |
|
Total assets |
|
$ |
12,518.4 |
|
|
$ |
16,918.0 |
|
|
$ |
568.8 |
|
|
$ |
(13,810.2 |
) |
|
$ |
16,195.0 |
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
145.8 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
145.8 |
|
Accounts payable |
|
325.7 |
|
|
1,211.7 |
|
|
52.1 |
|
|
(323.1 |
) |
|
1,266.4 |
|
Due to intercompany, net |
|
343.2 |
|
|
451.7 |
|
|
64.6 |
|
|
(859.5 |
) |
|
— |
|
Other current liabilities |
|
28.8 |
|
|
485.6 |
|
|
207.6 |
|
|
— |
|
|
722.0 |
|
Income taxes payable |
|
3.5 |
|
|
(9.0 |
) |
|
5.5 |
|
|
— |
|
|
— |
|
Total current liabilities |
|
847.0 |
|
|
2,140.0 |
|
|
329.8 |
|
|
(1,182.6 |
) |
|
2,134.2 |
|
|
Long-term debt, net, excluding
current portion
|
|
6,621.7 |
|
|
316.3 |
|
|
— |
|
|
— |
|
|
6,938.0 |
|
Unfavorable lease rights, net |
|
— |
|
|
130.2 |
|
|
— |
|
|
— |
|
|
130.2 |
|
Deferred tax liabilities, net |
|
1.9 |
|
|
1,493.6 |
|
|
— |
|
|
— |
|
|
1,495.5 |
|
Income taxes payable, long-term |
|
— |
|
|
72.3 |
|
|
— |
|
|
— |
|
|
72.3 |
|
Due to intercompany, net |
|
— |
|
|
1,699.1 |
|
|
— |
|
|
(1,699.1 |
) |
|
— |
|
Intercompany note payable |
|
— |
|
|
1,715.2 |
|
|
— |
|
|
(1,715.2 |
) |
|
— |
|
Other liabilities |
|
0.1 |
|
|
372.3 |
|
|
8.2 |
|
|
(3.5 |
) |
|
377.1 |
|
Total liabilities |
|
7,470.7 |
|
|
7,939.0 |
|
|
338.0 |
|
|
(4,600.4 |
) |
|
11,147.3 |
|
Shareholders' equity |
|
5,047.7 |
|
|
8,979.0 |
|
|
230.8 |
|
|
(9,209.8 |
) |
|
5,047.7 |
|
Total liabilities and equity |
|
$ |
12,518.4 |
|
|
$ |
16,918.0 |
|
|
$ |
568.8 |
|
|
$ |
(13,810.2 |
) |
|
$ |
16,195.0 |
|
Condensed Consolidating Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 Weeks Ended October 28, 2017 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidating |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
Net cash provided by operating activities |
|
$ |
138.1 |
|
|
$ |
1,108.2 |
|
|
$ |
14.1 |
|
|
$ |
(667.8 |
) |
|
$ |
592.6 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(448.5 |
) |
|
(0.9 |
) |
|
— |
|
|
(449.4 |
) |
|
Proceeds from sale of restricted and
unrestricted investments
|
|
— |
|
|
— |
|
|
4.0 |
|
|
— |
|
|
4.0 |
|
Other |
|
— |
|
|
(0.1 |
) |
|
— |
|
|
— |
|
|
(0.1 |
) |
|
Net cash provided by (used in)
investing activities
|
|
— |
|
|
(448.6 |
) |
|
3.1 |
|
|
— |
|
|
(445.5 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments for long-term debt |
|
(610.8 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(610.8 |
) |
Dividends paid |
|
— |
|
|
(610.8 |
) |
|
(57.0 |
) |
|
667.8 |
|
|
— |
|
|
Proceeds from stock issued pursuant to
stock-based compensation plans
|
|
24.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
24.4 |
|
|
Cash paid for taxes on exercises/vesting of
stock-based compensation
|
|
(27.2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(27.2 |
) |
Net cash used in financing activities |
|
(613.6 |
) |
|
(610.8 |
) |
|
(57.0 |
) |
|
667.8 |
|
|
(613.6 |
) |
|
Effect of exchange rate changes on cash and
cash equivalents
|
|
— |
|
|
— |
|
|
0.2 |
|
|
— |
|
|
0.2 |
|
|
Net (decrease) increase in cash and cash
equivalents
|
|
(475.5 |
) |
|
48.8 |
|
|
(39.6 |
) |
|
— |
|
|
(466.3 |
) |
|
Cash and cash equivalents at beginning of
period
|
|
562.4 |
|
|
139.2 |
|
|
164.8 |
|
|
— |
|
|
866.4 |
|
Cash and cash equivalents at end of period |
|
$ |
86.9 |
|
|
$ |
188.0 |
|
|
$ |
125.2 |
|
|
$ |
— |
|
|
$ |
400.1 |
|
Condensed Consolidating Statements of Cash Flows (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 Weeks Ended October 29, 2016 |
|
|
|
|
Guarantor |
|
Non-Guarantor |
|
Consolidating |
|
Consolidated |
(in millions) |
|
Parent |
|
Subsidiaries |
|
Subsidiaries |
|
Adjustments |
|
Company |
Net cash provided by operating activities |
|
$ |
290.0 |
|
|
$ |
660.5 |
|
|
$ |
36.1 |
|
|
$ |
(331.3 |
) |
|
$ |
655.3 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
— |
|
|
(450.2 |
) |
|
(1.3 |
) |
|
— |
|
|
(451.5 |
) |
Purchase of restricted investments |
|
— |
|
|
(36.1 |
) |
|
— |
|
|
— |
|
|
(36.1 |
) |
|
Proceeds from sale of restricted
investments
|
|
— |
|
|
118.1 |
|
|
— |
|
|
— |
|
|
118.1 |
|
Other |
|
— |
|
|
1.2 |
|
|
— |
|
|
— |
|
|
1.2 |
|
Net cash used in investing activities |
|
— |
|
|
(367.0 |
) |
|
(1.3 |
) |
|
— |
|
|
(368.3 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments for long-term debt |
|
(3,258.5 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(3,258.5 |
) |
|
Proceeds from long-term debt, net of
discount
|
|
2,962.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
2,962.5 |
|
Repayments of revolving credit facility |
|
(140.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(140.0 |
) |
Proceeds from revolving credit facility |
|
140.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
140.0 |
|
Dividends paid |
|
— |
|
|
— |
|
|
(23.0 |
) |
|
23.0 |
|
|
— |
|
|
Proceeds from stock issued pursuant to
stock-based compensation plans
|
|
33.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
33.3 |
|
|
Cash paid for taxes on exercises/vesting of
stock-based compensation
|
|
(21.2 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(21.2 |
) |
Other |
|
(6.1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(6.1 |
) |
Net cash used in financing activities |
|
(290.0 |
) |
|
— |
|
|
(23.0 |
) |
|
23.0 |
|
|
(290.0 |
) |
|
Effect of exchange rate changes on cash and
cash equivalents
|
|
— |
|
|
— |
|
|
0.7 |
|
|
— |
|
|
0.7 |
|
|
Net (decrease) increase in cash and cash
equivalents
|
|
— |
|
|
293.5 |
|
|
12.5 |
|
|
(308.3 |
) |
|
(2.3 |
) |
|
Cash and cash equivalents at beginning of
period
|
|
— |
|
|
636.9 |
|
|
116.5 |
|
|
(17.3 |
) |
|
736.1 |
|
Cash and cash equivalents at end of period |
|
$ |
— |
|
|
$ |
930.4 |
|
|
$ |
129.0 |
|
|
$ |
(325.6 |
) |
|
$ |
733.8 |
|
|